GENERAL TERMS AND CONDITIONS FOR DELIVERY TO HORECA / DETAIL / BROKERING OF:
Juice Solutions International BV
established and having its office at 7317 BD, Apeldoorn at Lage Brink 5
hereinafter referred to as: “JSI”
Article 1. Definitions
1. In these general terms and conditions, the following terms have the following meanings:
JSI: Juice Solutions International BV
Buyer: A client who acts in the exercise of a business or profession;
Article 2. Applicability of these conditions
2.1 These terms and conditions apply to every offer and every agreement between JSI and a buyer to which JSI has declared these terms and conditions applicable, insofar as the parties have not deviated from these terms and conditions explicitly and in writing.
2.2 These terms and conditions also apply to all agreements with JSI, for the implementation of which third parties must be involved.
Article 3. Quotations / Order Confirmations
3.1 By requesting and accepting a quotation or placing an order with JSI, you agree to our terms of delivery for the sale of our goods to you. We act as the supplier of the goods and are not the manufacturer and our liability is limited as such.
3.2 You acknowledge that you are over 18 years of age and have the authority and capacity to enter into a contract with us. Employers must advise us if their personnel do not have such authority. You acknowledge that you are not acting as a consumer. If you are acting as a consumer, you must notify one of our representatives as these terms may not apply to you.
3.3 Contrary to the provisions of Article 6: 225 paragraph 2 of the Dutch Civil Code, JSI is not bound by deviations from JSI's quotation or order confirmation that occur in the acceptance by the potential buyer.
3.4 Delivery times stated in quotations and / or order confirmations from JSI and other terms stated for performances to be performed by JSI are approximate and only informative; exceeding it does not entitle the potential buyer to compensation or dissolution.
3.5 Unless stated otherwise, prices quoted by JSI are based on performance during normal working hours and are exclusive of transport, packaging, delivery and installation costs, VAT and other government levies.
3.6 It is your responsibility to ensure that your order and any specifications thereof are complete and correct. JSI will not be liable for any errors, omissions or incorrect specifications.
3.7 Quotations are valid for a maximum period of two weeks after the quotation date unless explicitly stated otherwise on the quotation and can be withdrawn or changed by JSI during this period without notice.
3.8 In the case of a composite quotation or order confirmation, there is no obligation for us to deliver part of the items included in the offer or confirmed items at a corresponding part of the stated price, nor does our offer automatically apply to repeat orders.
3.9 JSI is only bound by its quotation if its acceptance is confirmed in writing by the potential buyer within 14 days. The prices stated in a quotation or order confirmation are exclusive of VAT, unless stated otherwise.
Article 4. Delivery
4.1 Unless otherwise agreed, delivery is ex works. If one of the 'Incoterms' has been agreed as a delivery condition, the Incoterms applicable at the time of the conclusion of the agreement will apply.
4.2 Unless explicitly stated otherwise in the order confirmation, the goods delivered by JSI may have a deviation in the dimensions from the dimensions stated on the quotation or order confirmation. A deviation from the delivered goods, within the aforementioned deviation tolerances, does not give the buyer the right not to accept the purchased goods, nor to claim any form of compensation or replacement of the delivered goods in any other way.
4.3 The buyer is obliged to accept the purchased goods at the time when they are delivered to him or at the time when they are made available to him in accordance with the agreement.
4.4 If the buyer refuses to take delivery or is negligent in providing information or instructions necessary for the delivery, the goods will be stored at the risk of the buyer. And you bear the risk of the goods (including loss or damage caused by our negligence.) In that case, the buyer will owe all additional costs, including in any case storage costs and subsequent delivery costs. 4.5 In the event that we incur additional costs or expenses through your actions, you will fully pay all costs or expenses incurred to JSI. This will be invoiced at the same time as the invoice for the goods and is subject to the same payment terms.
4.6 In some cases, the delivery can be performed by a third party. This will be specified in a prior agreement between you and JSI.
4.7 Perishable goods will not be refunded or taken back after we have delivered them.
4.8 Our liability is limited in accordance with clause 10 below.
4.9 The risk regarding the goods is transferred to the buyer at the conclusion of the agreement or, if it concerns type goods, as soon as they have been individualized.
Delivery is made either by handing over the goods directly to the buyer or by handing over the goods to a freight forwarder or carrier at the seller ’s premises. The goods travel at the buyer's risk, even when shipped carriage paid.
Article 5. Delivery time
5.1 Delivery times stated by JSI are always approximate and are never strict deadlines.
5.2 In the event of late delivery, the buyer must therefore give JSI written notice of default and give JSI a reasonable term to still fulfill its obligations. You are not entitled to compensation or you can cancel the order if the stated delivery time is not met.
5.3 The delivery time stated by JSI commences after all necessary data and payments are in its possession.
Article 6. Part deliveries
6.1 JSI is permitted to deliver sold goods in parts. This does not apply if a partial delivery has no independent value. If the goods are delivered in parts, JSI is authorized to invoice each part separately, these will be paid in accordance with the provisions of the contract.
6.2 Each partial delivery is accompanied by a separate contract and there is no cancellation or termination of the contract in respect of the total delivery, nor does it give you the right to cancel another order or delivery.
Article 7. Technical requirements
7.1 If the goods to be delivered in the Netherlands are to be used outside the Netherlands, JSI is not responsible for the goods to be delivered to comply with the technical requirements, standards and / or regulations set by laws or regulations of the country. where things are to be used. This does not apply if at the conclusion of the agreement the use abroad is mentioned, together with all necessary information and specifications. The equipment can also be adapted by JSI to the technical requirements of the Dutch market, whereby electrical cables and plugs, sockets can be replaced or modified.
7.2 All other technical requirements set by the buyer for the goods to be delivered and which deviate from the normally applicable requirements must be explicitly reported by the buyer when concluding the purchase agreement.
7.3 The equipment and products supplied by JSI may deviate from the examples and descriptions appearing in the brochures and price lists. This does not entitle the buyer to refuse or return the equipment or products, unless explicitly agreed otherwise and stated on the quotation.
Article 8. Samples, models and examples
8.1 If a model, sample or example has been shown or provided by JSI, this is presumed to have only been shown or provided by way of indication: the qualities of the goods to be delivered can vary from the sample, model or example, unless it was explicitly stated that delivery would be in accordance with the sample, model or example shown or provided.
8.2 You rely on your own assessment prior to the order as to the suitability for the purpose of the goods.
8.3 Illustrations, weights, measures, performance, capabilities, suitability for use and other data contained in our literature are statements of advice and are for informational purposes only and do not form part of the contract. No rights can therefore be derived from this.
Article 9. Dissolution of the agreement
9.1 Cancellations will only be accepted, by notifying us in writing and on the condition that all costs and expenses incurred by JSI up to the time of cancellation and any loss or other damage incurred by us due to the cancellation. in part, will be refunded to JSI by you.
9.2 An agreement between JSI and a buyer can be dissolved immediately in the following cases:
- if, after the conclusion of the agreement, JSI becomes aware of circumstances that give the user good reason to fear that the buyer will not meet his obligations;
- if JSI has asked the buyer to provide security for compliance when the agreement is concluded and this security is not provided or is insufficient despite a summons.
In the aforementioned cases, JSI is authorized to suspend the further execution of the agreement or to proceed to dissolution of the agreement, all this without prejudice to the user's right to claim compensation.
9.3 If circumstances arise with regard to persons and / or materials that JSI uses or usually uses in the execution of the agreement, which are of such a nature that the execution of the agreement is impossible or so inconvenient and / or disproportionately expensive. it becomes, that compliance with the agreement can no longer reasonably be required. JSI is authorized to terminate the agreement.
Article 10. Guarantee
10.1 JSI guarantees that the goods delivered by it are free from design, material and manufacturing defects for a period as stated on the quotation, order confirmation, delivery documents or the invoice relating to the delivered goods.
The guarantee does not apply to: scratches, scrapes, weather influences on the material, normal wear and tear of tires, belts and other lifting equipment, normal transport wear due to packaging, etc.
10.2 In the event that non-perishable goods are defective, the guarantees given by the relevant manufacturer.
10.3 If the item shows a design, material or manufacturing defect, the buyer is entitled to repair of the item. JSI can choose to replace the item if recovery is objectionable. The buyer is only entitled to replacement if repair of the item is not possible.
10.4 The warranty does not apply if damage is the result of incorrect handling or failure to follow instructions correctly.
10.5 Incorrect treatment is understood to mean, among other things: leaving certain equipment such as pumps, blenders and juicers on without the product being properly supplied (water, oranges, etc.). Leaving promotional material and equipment outside with a wind force higher than wind force 2; Do not return an electrical switch to the neutral position after a product has been used. Assembly / Disassembly / Cleaning of the delivered goods, performed other than according to the instructions supplied by JSI (written or oral) or assembly manual.
10.6 If the warranty concerns a product that has been produced by a third party, the warranty is limited to the warranty given by the relevant producer for that product.
10.7 The buyer cannot derive any right to the aforementioned warranty provisions, as referred to in this article, before full payment, in accordance with the invoice from JSI, of the delivered goods has taken place.
Article 11. Retention
of title 11.1 If you use our Intellectual Property (such as trademark or copyright) we reserve the right to immediately reclaim this material. You guarantee that you will comply with all reasonable instructions to this effect. Under no circumstances will the use of our intellectual property mean that you own it, but merely a user and sell the goods under this brand name.
11.2 If any provision of this contract is assessed by a competent court, court or administrative authority in the following manner; illegal, void, void, voidable, unreasonable or unenforceable in whole or in part, that provision shall be severed from the other provisions of the contract.
11.3 In the event that we take legal action against you for breach of these terms and conditions, you will be held liable for our reasonable and lawfully incurred costs.
11.4 This contract is governed by the Dutch legal system and is subject to the exclusive jurisdiction of the Courts of the Netherlands.
11.5 All goods delivered by JSI remain the property of JSI until the buyer has fulfilled all of the following obligations under all purchase agreements concluded with JSI.
11.6 The goods (in whole or in part) are at your risk from the moment of delivery, even if this is at a different location from your own.
11.7 Ownership of the goods does not pass to you until we have received full payment (in cash or means) for:
I) The goods.
II) Any remaining amounts you still owe us.
11.8 Until the goods are fully owned by you, you must: store the goods (at no cost to us) separately from any other goods or any third party in such a way that they are still identifiable as our property;
11.9 Goods delivered by JSI that fall under the retention of title pursuant to paragraph 1, may only be used in the context of normal business operations and may never be used as a means of payment.
11.10 The purchaser is not authorized to pledge or encumber in any other way the goods subject to retention of title.
11.11 You can only resell the goods when you have paid us the full amount due.
11.12 Your right to possession of the goods ends immediately if:
I) You are in breach of contract.
II) You are unable to pay your debts.
11.13 The Buyer now gives unconditional and irrevocable permission to JSI or to a third party to be designated by it, in all cases in which JSI wishes to exercise its ownership rights, to enter all those places where the properties of JSI will then be located and those items. to take there.
11.14 If third parties seize the goods delivered under retention of title or wish to establish or assert rights thereon, the buyer is obliged to inform JSI of this as soon as may reasonably be expected.
11.15 The buyer undertakes to insure the goods delivered subject to retention of title and to keep them insured against fire, explosion and water damage as well as against theft and to make the policy of this insurance available for inspection upon first request.
Article 12. Defects; complaint periods
12.1 The buyer must inspect the purchased goods or have them examined upon delivery or as soon as possible thereafter.
In doing so, the buyer must check whether the
goods delivered comply with the agreement, namely: I) whether the correct goods have been delivered;
II) whether the delivered goods correspond in terms of quantity (for example the quantity and number) with what has been agreed;
III) whether the goods delivered meet the agreed quality requirements or, if these are absent, the requirements that may be set for normal use and / or commercial purposes.
12.2 JSI will be given the opportunity to inspect the goods before you have used, resold, altered, incorporated or adapted them.
12.3 If visible defects or shortages are found, the buyer must report these to JSI in writing within 2 days after delivery.
12.4 Non-visible defects must be reported to JSI in writing by the buyer within 7 working days after discovery, but no later than 2 weeks after delivery.
12.5 Even if the other party submits a timely complaint, its obligation to pay for and accept orders placed remains.
12.6 Goods can only be returned to JSI after prior written permission. 12.7 If you do not submit a written complaint to us or the carrier within the specified period (12.4 and 12.5), the goods will be deemed to have been delivered in the correct quantity and free from defects.
12.8 Unless explicitly stipulated otherwise, the contractual delivery period is only approximate and does not bind the seller. Any delay can never give rise to termination of the agreement or to compensation.
If the buyer does not collect the ordered goods on time, the seller may provide for storage thereof at the expense and risk of the buyer.
Article 13. Price / Price increase
13.1 Unless explicitly stated otherwise, the prices quoted by us apply:
- in Euros
- excluding VAT
- on the basis of minimum quantities used by JSI
- excluding transport costs
- ex works
13.2 If JSI agrees a certain price with the buyer , JSI is nevertheless entitled to increase the price if JSI can demonstrate that significant price changes have taken place between the time of offer and delivery in respect of raw materials, currency and / or wages or otherwise unforeseen circumstances.
Article 14. Packaging
14.1 The purchaser is obliged to loan packaging, including pallets, racks (for glass), or other materials aimed at ensuring proper shipment and other than packaging materials such as cardboard and other protective strips, etc., within 14 days. to be returned empty and undamaged. If the buyer does not fulfill his obligations with regard to packaging, all costs arising from this are for his account.
Such costs include the costs arising from late return shipment and the costs of replacement, repair or cleaning.
14.2 If the buyer does not return loan packaging within the term stated therein after a reminder, JSI is entitled to replace it and to charge the costs thereof, provided JSI has announced these steps in its reminder.
Article 15. Payment
15.1 Payment must be made in full after placing an order, unless we have granted you a credit in writing.
15.2 In the event that JSI has granted you a credit, you must transfer the monthly amount no later than the 15th of the month. Starting with the first month after delivery.
15.3 The period of the payment transaction is important. Payment is not deemed to have taken place until we have it in our account.
15.4 Disputes arising under the contract or delays beyond our control cannot be raised to delay your payment.
15.5 If you are in arrears with payment, JSI has the right (without prejudice to all other rights) to suspend all further deliveries without notice. You must make all outstanding payments when we require it.
15.6 If you fail to pay the full amount due to JSI, you will be held liable for paying the interest on this sum, from the due date of the payment at the annual rate of 8%, in addition to the base interest rate of De Nederlandsche's lender. Bank on a daily basis until payment is made. You must pay this amount to JSI.
15.7 Payment must be made within 14 days of the invoice date in a manner to be indicated by JSI in the currency in which the invoice is made.
15.8 After the expiry of 14 days after the invoice date, the buyer is in default by operation of law; From the moment of default, the buyer owes interest of 1% per month on the amount due, unless the statutory interest is higher, in which case the statutory interest applies.
15.9 In the event of the buyer's liquidation, bankruptcy or moratorium, the claims of JSI and the buyer's obligations towards the user will be immediately due and payable.
15.10 Payment must be made without discount or set-off.
15.11 Payments made by the buyer will be settled in the first place against all interest and costs due, and in the second place against due and payable invoices that have been outstanding the longest, even if the buyer states that the payment relates to a later invoice.
Article 16. Credit limitation
16.1 JSI is entitled to charge a credit limitation surcharge of 3%, which is not due upon payment within 8 days of the invoice date.
Article 17. Collection costs
17.1 If the buyer is in default or fails to fulfill one or more of his obligations, all judicial and extrajudicial costs incurred in obtaining payment will be for the account of the buyer. In any case, the buyer owes:
over the first € 2,500.00 15%
over the next € 2,500.00 (up to € 5,000.00) 10%
over the next € 5,000 (up to € 10,000.00) 5%
over the following € 190,000.00 (up to € 200,000.00) 1%
on the excess 0.5%
17.2 If JSI demonstrates that it has incurred higher costs, which were reasonably necessary, these will also be eligible for reimbursement. The compensation referred to in the second paragraph is at least € 40.
Article 18. Liability
18.1 JSI is only liable to the buyer in the following way:
For damage as a result of defects in delivered goods, only the liability as regulated in Article 10 (Guarantee) of these conditions.
18.2 JSI is only liable if damage is caused by intent or gross negligence on the part of JSI or its subordinates;
18.3 The liability of JSI is limited to the amount of the payment to be made by the insurer of JSI in a present case.
18.4 If in any case the insurance does not provide cover or does not pay out, and JSI is liable, JSI's liability is limited to twice the invoice value of the transaction, at least that part of the transaction to which the liability relates.
18.5 JSI accepts no liability whatsoever for damage occurring during the assembly by JSI of JSI 'products as a result of the state of maintenance in which the buyer's premises are located. Also for JSI or its subordinates invisible construction of the building, or parts thereof of the buyer, JSI explicitly excludes any liability for damage that could arise during assembly work. The buyer undertakes to fully inform JSI in advance about the construction of the building or parts thereof, where the assembly of the purchased items must take place. In case of incomplete or incomplete written information to JSI, the buyer explicitly accepts any liability for damage resulting from not or not fully informing JSI.
18.6 JSI is not liable for purely economic loss, loss of profit, exhaustion of goodwill or other direct or indirect consequential damage, costs related to the delivery (in whole or in part) of goods or failure to deliver the goods, arising from this contract.
Article 19. Force majeure
19.1 In these general terms and conditions, force majeure is understood to mean, in addition to what is understood in this regard in law and jurisprudence, all external causes, foreseen or unforeseen, on which JSI cannot exert influence, but as a result of which JSI is unable to fulfill obligations, including strikes in the company of JSI.
19.2 During force majeure, JSI's delivery and other obligations will be suspended. If the period in which fulfillment of the obligations by JSI is not possible due to force majeure lasts longer than 3 months, both parties are entitled to dissolve the agreement, without there being an obligation to pay compensation in that case.
19.3 If JSI has already partially fulfilled its obligations on the commencement of the force majeure, or can only partially fulfill its obligations, it is entitled to invoice the already delivered or the deliverable part separately and the buyer is obliged to pay this invoice as if it concerned a separate contract. However, this does not apply if the already delivered or deliverable part has no independent value.
19.4 JSI reserves the right to cancel or reduce delivery and will not be liable for any loss or damage resulting therefrom if caused by circumstances beyond our control, including but not limited to Acts of Natural Disasters, War, Terrorism, Protests , riots, civil unrest, fire, flood, epidemic, strikes or lockouts, or by any act done or not done on the basis of a trade dispute, involving or not involving our subordinates.
19.5 In the event of fire, breakdown of machinery or other circumstances beyond JSI's reasonable control, we cannot be held responsible for any delay, loss or damage caused thereby.
Article 20. Dispute settlement
20.1 The judge in the place of residence of JSI has exclusive jurisdiction to hear disputes, unless the subdistrict court has jurisdiction. Nevertheless, the user has the right to summon the other party to appear before the competent court according to the law.
Article 21. Applicable law
21.1 Dutch law applies to every agreement between the user and the buyer. The Vienna Sales Convention is expressly excluded.
Article 22. Changes to and location of the conditions
22.1 These terms and conditions have been filed at the office of the Chamber of Commerce in Apeldoorn. The most recently filed version or the version that applied at the time of the conclusion of the present transaction is always applicable.